Wafer Works: Announcement of the Company’s Board of Directors’ Resolution to Proceed with a Private Placement of Corporate Convertible Bonds
1.Date of the board of directors resolution:2022/03/23 2.Name of the corporate bonds: Private placement of convertible corporate bonds 3.Total amount issued:Within NT$2,500,000,000 4.Face value per bond:NT$100,000 5.Issue price:The benchmark price used to calculate the conversion price of the convertible corporate bonds in this private placement shall be the higher of the prices calculated based on the following two methods: the average price per share calculated based on the simple arithmetic average of the closing price of ordinary shares for the 1, 3, or 5 business days prior to the pricing date, deducting the ex-rights and dividends of the free allotment, and adding back the capital reduction and anti-ex-rights; or the share price based on the simple arithmetic average of the closing price of ordinary shares for the 30 business days prior to the pricing date, deducting the ex-rights and dividends of the free allotment, and adding back the capital reduction and anti-ex-rights; in addition, the conversion price of the convertible corporate bonds in this private placement is determined on the basis of no less than 80% of the reference price. The actual pricing date will be authorized to the Board of Directors to determine depending on the situation of the negotiations with specific persons in the future. 6.Issuance period: It will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine, and handle relevant matters in accordance with the then-prevailing market conditions; in the event of changes in laws and regulations in the future, revisions as instructed by the competent authority, or necessary changes based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority. 7.Coupon rate:Undecided 8.Types, names, monetary values and stipulations of collaterals:Undecided 9.Use of the funds raised by the offering and utilization plan:A.The purpose of funds includes but is not limited to replenishing working capital or repaying bank borrowings. B. Expected benefits: In response to the rapid changes in the industrial environment, if strategic investors are introduced at the right timing, it can be used to strengthen the experience, technology, and knowledge required for the Company's operations and to improve the Company's competitiveness; if the funds raised by the offering are used to repay bank loans or replenish working capital, it can also reduce interest expenses, strengthen the Company's financial structure and the Company's competitiveness. If the funds are used for other purposes, their benefits will be assessed separately. 10.Trustees of the corporate bonds:Undecided 11.Guarantor(s) for the issuance:Undecided 12.Agent for payment of the principal and interest:Undecided 13.Where convertible into shares, the price and the rules for conversion: Undecided 14.Sell-back conditions:Undecided 15.Buyback conditions:Undecided 16.Reference date for any additional share exchange, stock swap, or subscription:Undecided 17.Possible dilution of equity in case of any additional share exchange, stock swap, or subscription:Not applicable 18.For additional share exchange or subscription, possible influence of change in shareholding ratio of TPEx-listed common shares if all privately placed corporate bonds are converted and shares subscribed for (no.of TPEx -listed common shares (a), (a) / outstanding common shares):Undecided 19.Please explain any countermeasures for lower circulation in shareholding if the aforesaid estimated no.of TPEx-listed common shares does not reach 5 million and the ratio does not reach 25%:Not applicable 20.Any other matters that need to be specified:With regard to the issuance amount, issue price, issuance conditions, project items, amount raised by the offering, purpose of funds, estimated progress, possible benefits, and matters related to the privately placed convertible corporate bonds in this case, as well as all other matters related to the issuance plan, if necessary changes or revisions are required due to regulatory amendments or requirements of the competent authority as well as based on operational assessments or the impact of the objective circumstances, they will be submitted to the Annual Shareholders' Meeting to authorize the Board of Directors to adjust, determine and handle the relevant matters in accordance with the then-prevailing market conditions; in the future, in case of necessary changes due to regulatory amendments, revisions as instructed by the competent authority based on operational assessments or due to objective circumstances, the Board of Directors is also authorized to handle such matters with full authority.